13D Filing: Br Dialectic Capital Management, LLC and Covisint Corp (COVS)

The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.

Item 2.

Identity and Background.

As a result of the Internal
Restructuring, as previously described in Amendment No. 4, filed with the Securities and Exchange Commission on April 20, 2017,
effective immediately upon the filing of this Amendment No. 5, B. Riley Capital Management, LLC and B. Riley Financial, Inc., have
been added to the 13(d) group and Item 2 is amended and restated to read as follows:

(a)       This
statement is filed by:

(i)

Dialectic Capital Partners, LP, a Delaware limited partnership (“Dialectic Capital Partners”), with respect to the Shares directly and beneficially owned by it;

(ii)

Dialectic Offshore, Ltd, a Cayman Islands exempted company (“DOF”), with respect to the Shares directly and beneficially owned by it;

(iii)

Dialectic Antithesis Partners, LP, a Delaware limited partnership (“DAP” and together with Dialectic Capital Partners and DOF, the “Funds”), with respect to the Shares directly and beneficially owned by it;

(iv)

BR Dialectic Capital Management, LLC, a Delaware limited liability company (“BR Dialectic Capital”), as the investment manager and the general partner to each of the Funds;

(v)

B. Riley Capital Management, LLC, a New York limited liability company (“B. Riley Capital”), as the parent company of BR Dialectic Capital;

(vi)

B. Riley Financial, Inc., a Delaware corporation (“B. Riley Financial”), as the parent company of B. Riley Capital; and

(vii)

John Fichthorn, as Head of Alternative Investments for BR Dialectic Capital.

Each of the foregoing is
referred to as a “Reporting Person” and collectively as the “Reporting Persons”. Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.

(b)       The
principal business address of each of the Funds, BR Dialectic Capital and Mr. Fichthorn is 119 Rowayton Avenue, 2nd Floor, Norwalk,
Connecticut 06853. The principal business address of B. Riley Capital is 11100 Santa Monica Boulevard, Suite 800, Los Angeles,
California 90025. The principal business address of B. Riley Financial is 21255 Burbank Boulevard, Suite 400, Woodland Hills, California
91367. The officers and directors of each of DOF and B. Riley Financial, and their principal occupations and business addresses
are set forth on Schedule A to the Schedule 13D and are incorporated by reference in this Item 2.